ENGAGEMENT LETTER FOR LEGAL SERVICES

(Nevada – Compliant With Nevada Rules of Professional Conduct and State Bar Requirements)

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

This Engagement Letter for Legal Services (“Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:

• [LAW FIRM LEGAL NAME], a Nevada professional entity, NV Bar No. [_] (“Attorney”); and
• [CLIENT NAME], a [form of entity/individual] (“Client”).

Recitals
A. Attorney is duly licensed to practice law in the State of Nevada and maintains professional liability insurance in at least the minimum amounts required by Nevada law.
B. Client desires to retain Attorney to perform legal services in connection with [general description of matter] (the “Matter”), and Attorney is willing to do so on the terms set forth herein.
C. This Agreement is intended to satisfy the written fee agreement requirements of Nev. R. Prof’l Conduct 1.5(b) and the retainer/trust account requirements of Nev. R. Prof’l Conduct 1.15.

2. DEFINITIONS

For ease of reference, capitalized terms have the following meanings. Terms defined in the singular include the plural and vice-versa.

“Advance Fee Deposit” means the refundable amount described in §3.6(a).
“Billing Cycle” means the monthly period described in §3.7(a).
“Conflict Disclosure” means the written statement, if any, provided under §3.5.
“Expenses” means out-of-pocket costs described in §3.7(c).
“Fees” means amounts billed for Attorney’s professional services at the Hourly Rates or Alternative Fee discussed in §3.6.
“Hourly Rates” has the meaning in §3.6(b).
“Malpractice Limits” means the limitation of liability mechanism in §7.2, subject to Nev. R. Prof’l Conduct 1.8(h).
“NRPC” means the Nevada Rules of Professional Conduct, as amended.
“Retainer” collectively refers to (i) any Advance Fee Deposit and (ii) any evergreen replenishment under §3.6(c).
“Trust Account” means Attorney’s interest-bearing IOLTA trust account maintained under Nevada Supreme Court Rule 78.

[// GUIDANCE: Add additional defined terms as necessary; check for cross-references before finalizing.]

3. OPERATIVE PROVISIONS

3.1 Scope of Representation

(a) Attorney will represent Client solely in the Matter. Representation does not include appeals, ancillary proceedings, or unrelated matters unless the parties execute a written amendment under §9.1.
(b) No guarantee of outcome is made or implied. See §4.2(c).

3.2 Identification of Client

The attorney-client relationship exists only between Attorney and [Client Name]. No officer, affiliate, shareholder, parent, subsidiary, family member, or employee is intended as a client unless expressly listed here: [ADDITIONAL CLIENTS, if any].

3.3 Objectives and Strategy

Attorney will consult with Client regarding objectives and abide by Client’s lawful instructions consistent with NRPC 1.2(a) & 1.4.

3.4 Attorney Responsibilities

Attorney shall:
1. Provide competent representation (NRPC 1.1);
2. Keep Client reasonably informed (NRPC 1.4);
3. Maintain confidentiality (NRPC 1.6);
4. Account for property and funds (NRPC 1.15); and
5. Exercise independent professional judgment.

3.5 Client Responsibilities & Conflict Disclosure

(a) Client shall: (i) be truthful, (ii) cooperate, and (iii) pay Fees and Expenses timely.
(b) Conflict Disclosure: After conflicts analysis, Attorney has identified [“none” / describe conflict]. Where a waiver is needed, a separate written waiver complying with NRPC 1.7(b) is attached as Exhibit A.

3.6 Retainer & Fees

(a) Advance Fee Deposit: Client shall deposit $[AMOUNT] into the Trust Account before any work commences. The deposit remains Client property until earned.
(b) Hourly Rates (subject to periodic adjustment upon 30-days’ written notice):
 • Partner $[]/hr
 • Associate $[]/hr
 • Paralegal $[___]/hr
[Alternative Fee Structures (flat, contingency, hybrid) may be inserted here.]
(c) Evergreen Retainer: When the Trust Account balance falls below $[AMOUNT], Client shall replenish within five (5) business days.
(d) Fee Earned: Fees are earned as work is performed and may be transferred from the Trust Account to the Operating Account only after delivery of the invoice (§3.7) and expiration of the five-day review period required by NRPC 1.5.

3.7 Billing & Payment

(a) Billing Cycle: Monthly invoices will issue on or about the 5th day of each month.
(b) Payment Due: Net due fifteen (15) days from invoice date. Unpaid balances accrue interest at [1–1.5]% per month, not to exceed the maximum lawful rate.
(c) Expenses: Client is responsible for actual out-of-pocket costs (e.g., filing fees, courier, expert witnesses). Pre-approval is required for any single Expense exceeding $[THRESHOLD].
(d) Fee Dispute Arbitration: Client may elect mandatory fee dispute arbitration under Nevada Supreme Court Rule 42. See §8.3.

3.8 Term & Termination

(a) Either party may terminate by written notice subject to NRPC 1.16 and court approval where applicable.
(b) Upon termination, Attorney will deliver Client file(s) and refund any unearned portion of the Advance Fee Deposit within fifteen (15) days, less outstanding Fees and Expenses.

4. REPRESENTATIONS & WARRANTIES

4.1 Attorney Representations

(a) Attorney is duly licensed and in good standing with the State Bar of Nevada.
(b) Attorney maintains professional liability insurance with limits of at least $[AMOUNT] per claim and $[AMOUNT] aggregate.
(c) Attorney will perform services in conformity with the customary standard of care.

4.2 Client Representations

(a) Client has authority to engage Attorney.
(b) All information provided to Attorney is accurate and complete.
(c) No Warranty of Outcome: Attorney has made no promises concerning the outcome and gives no warranty, express or implied.

4.3 Survival

The representations in §§4.1–4.2 survive termination of this Agreement.

5. COVENANTS & RESTRICTIONS

5.1 Confidentiality obligations continue indefinitely unless disclosure is authorized or compelled.
5.2 Client agrees not to record, disseminate, or publish Attorney’s work product without written consent.
5.3 Both parties shall comply with all applicable laws, court rules, and ethical obligations at all times.

6. DEFAULT & REMEDIES

6.1 Client Default occurs upon:
 (a) Non-payment after fifteen (15) days’ written notice (“Payment Cure Period”);
 (b) Failure to cooperate, impairing Attorney’s ability to represent Client; or
 (c) Material misrepresentation.

6.2 Attorney Default occurs upon material violation of §4.1 or gross negligence.

6.3 Remedies
(a) Upon Client Default, Attorney may (i) suspend work, (ii) withdraw, and/or (iii) pursue collection (including Fees for collection).
(b) Upon Attorney Default, Client may terminate immediately and pursue remedies under §7.1.
(c) Prevailing party is entitled to reasonable attorney fees and costs incurred in enforcing this Agreement.

7. RISK ALLOCATION

7.1 Indemnification

(a) Attorney shall indemnify and hold Client harmless from any third-party claims arising solely out of Attorney’s gross negligence or willful misconduct in performing the Matter, limited by §7.2.
(b) Client shall indemnify Attorney against claims arising from Client-supplied information or unlawful instructions.

7.2 Limitation of Liability (Malpractice Limits)

Except for intentional misconduct or where prohibited by NRPC 1.8(h):
(i) Attorney’s aggregate liability to Client for any and all claims related to the Matter shall not exceed the lesser of (a) the amount of Attorney’s applicable professional liability insurance actually available to pay the claim, or (b) $[CAP AMOUNT].
(ii) Client acknowledges independent counsel has reviewed this limitation or had the opportunity to do so, and Client consents in writing by initialing here: Client Initials ____.

[// GUIDANCE: Remove or modify §7.2 if independent counsel review is not obtained.]

7.3 Force Majeure

Neither party is liable for delay or failure caused by events beyond reasonable control, including acts of God, war, or governmental action, provided written notice is given within ten (10) days of the event.

8. DISPUTE RESOLUTION

8.1 Governing Law

This Agreement is governed by the NRPC and the laws of the State of Nevada, without regard to conflict-of-laws principles.

8.2 Forum Selection

Subject to §8.3, any action shall be brought exclusively in the state courts of [COUNTY] County, Nevada, and the parties submit to personal jurisdiction therein.

8.3 Arbitration (Optional)

☐ Selected ☐ Declined
If “Selected,” any dispute (including fee disputes) shall be resolved by binding arbitration administered by the American Arbitration Association in [CITY], Nevada, in accordance with its Commercial Arbitration Rules, except that either party may seek provisional injunctive relief from a court of competent jurisdiction. The arbitrator shall be a Nevada-licensed attorney with at least ten (10) years of practice.

8.4 Jury Trial Waiver (Optional)

☐ Selected ☐ Declined
If “Selected,” the parties knowingly and voluntarily waive any right to a jury trial for disputes arising out of this Agreement.

8.5 Limited Injunctive Relief

Notwithstanding §8.3, a party may seek temporary or preliminary injunctive relief in state court to protect confidential information or trust funds; such relief shall not waive arbitration or other dispute mechanisms.

9. GENERAL PROVISIONS

9.1 Amendment & Waiver. Any amendment must be in writing signed by both parties. No waiver is effective unless in writing.

9.2 Assignment. Neither party may assign rights or delegate duties without prior written consent, except Attorney may assign to an entity owned/controlled by the same equity owners.

9.3 Successors & Assigns. This Agreement binds and benefits the parties and their permitted successors/assigns.

9.4 Severability. If any provision is unenforceable, the remainder is enforced to the fullest extent permissible.

9.5 Integration. This Agreement constitutes the entire agreement and supersedes all prior oral or written understandings regarding the Matter.

9.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each deemed an original. Electronic signatures are deemed originals and enforceable under Nevada’s Uniform Electronic Transactions Act, NRS §719.010 et seq.

10. EXECUTION BLOCK

IN WITNESS WHEREOF, the parties have executed this Engagement Letter as of the Effective Date.

Notary Acknowledgment (if required)
State of Nevada )
County of ____)

On __ before me, ___, a Notary Public, personally appeared ______, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged that he/she/they executed the same.

Signature _______ (Seal)

[// GUIDANCE:
1. Verify all bracketed placeholders.
2. Confirm NRPC citations remain accurate if rules are amended.
3. Remove optional provisions not selected.
4. Provide Client a duplicate signed copy.
5. Retain engagement letter in firm records per NRPC 1.15(a).]